Stock Acquisition Agreement [Amendment No. 1] - Sodexho Alliance SA, Juvenile and Jail Facility Management Services Inc., CCA (UK) Ltd., Coorections Corporation of America, CCA of Tennessee Inc. and Prison Management Services Inc.
AMENDMENT NUMBER ONE
TO
STOCK ACQUISITION AGREEMENT
This AMENDMENT NUMBER ONE TO STOCK ACQUISITION AGREEMENT (the
"Amendment") is entered into on this 13th day of November, 2000, by and among
SODEXHO ALLIANCE, S.A., a French societe anonyme ("Sodexho"); JUVENILE AND JAIL
FACILITY MANAGEMENT SERVICES, INC., a Tennessee corporation ("JJFMS") and
successor by merger to Juvenile and Jail Facility Management Services, LLC, a
Tennessee limited liability company ("JJFMS LLC"); CCA (UK) LIMITED, a company
incorporated in England and Wales whose registered number is 2147489 ("CCA UK"
and, together with JJFMS, "Sellers"); CORRECTIONS CORPORATION OF AMERICA, a
Maryland corporation formerly known as Prison Realty Trust, Inc. and Prison
Realty Corporation ("Maryland CCA"), and successor by merger to Corrections
Corporation of America, a Tennessee corporation ("Old CCA"); CCA OF TENNESSEE,
INC., a Tennessee corporation and wholly owned subsidiary of Maryland CCA and
successor by merger to Corrections Corporation of America, a Tennessee
corporation formerly known as Correctional Management Services Corporation
("Tennessee CCA"); and PRISON MANAGEMENT SERVICES, INC., a Tennessee corporation
("PMSI") and successor by merger to Prison Management Services, LLC, a Tennessee
limited liability company.
WITNESSETH:
WHEREAS, the parties hereto, or their respective predecessors, as the
case may be, are parties to that certain Stock Acquisition Agreement, dated as
of September 11, 2000 (the "Stock Acquisition Agreement"), pursuant to which:
(i) Sodexho agreed to purchase from CCA UK fifty percent (50%) of the aggregate
issued and outstanding shares of U.K. Detention Services Limited, a company
incorporated in England and Wales whose registered number is 2147491 ("UKDS")
(the "UKDS Shares"); and (ii) Sodexho agreed to purchase from JJFMS fifty
percent (50%) of the aggregate issued and outstanding shares of Corrections
Corporation of Australia Pty. Ltd. A.C.N. 010 921 641, an Australian corporation
("CCA Australia") (the "CCA Australia Shares"); and
WHEREAS, the parties now desire to amend the terms of the Stock
Acquisition Agreement to provide for an adjustment to the Purchase Price (as
such term is defined in the Stock Acquisition Agreement) of the UKDS Shares and
the CCA Australia Shares under the Stock Acquisition Agreement as set forth
herein.
NOW, THEREFORE, for and in consideration of the premises and the mutual
promises, covenants, agreements, and conditions in this Amendment, and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
1. Amendment to Stock Acquisition Agreement.
1.1 The existing language of Section 2.01 of the Stock Acquisition
Agreement shall be deleted in its entirety, and, in lieu thereof, the following
language shall be inserted:
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"2.01. Purchase Price. The aggregate purchase price for the Shares
shall be Six Million Four Hundred Thousand Dollars, U.S. ($6,400,000)
(U.S.) (the "Purchase Price") of which (i) Five Million Dollars, U.S.
($5,000,000) (U.S.) shall be allocated to the UKDS Shares and (ii) One
Million Four Hundred Thousand Dollars, U.S. ($1,400,000) (U.S.) shall
be allocated to the CCA Australia Shares. The Purchase Price shall be
paid by Sodexho to JJFMS at the Closing, by bank wire transfer or in
other immediately available funds."
1.2 All other provisions contained in the Stock Acquisition Agreement,
any exhibit or attachment thereto, and any documents or instruments referred to
therein, shall hereby be amended, where appropriate and the context requires, to
reflect the Purchase Price adjustment and the amendment contained in Section
1.1. above.
2. Authorization. Each of parties hereto hereby represent and warrant
to each other that the execution, delivery, and performance of this Amendment
are within the powers of such party and have been duly authorized by such party,
the execution and performance of this Amendment by such party have been duly
authorized by all applicable laws and regulations, and this Amendment
constitutes the valid and enforceable obligation of such party in accordance
with its terms.
3. Effect of Amendment. Except as modified or amended herein, all terms
and provisions of the Stock Acquisition Agreement shall continue and remain in
full force and effect. Any capitalized terms used herein and not otherwise
defined shall have such meaning as may be ascribed to them in the Stock
Acquisition Agreement.
4. Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be deemed to have been
duly given if delivered by hand; mailed (registered or certified mail, postage
prepaid, return receipt requested); or by nationally recognized courier service
as follows:
If to CCA UK:
CCA (UK) Limited
10 Burton Hills Boulevard
Nashville, Tennessee 37215
Attention: Darrell K. Massengale
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With a copy to:
Elizabeth E. Moore, Esq.
Stokes Bartholomew Evans & Petree, P.A.
424 Church Street, Suite 2800
Nashville, Tennessee 37219
If to JJFMS:
Juvenile and Jail Facility Management Services, Inc.
10 Burton Hills Boulevard
Nashville, Tennessee 37215
Attention: John D. Ferguson
With a copy to:
Elizabeth E. Moore, Esq.
Stokes Bartholomew Evans & Petree, P.A.
424 Church Street, Suite 2800
Nashville, Tennessee 37219
If to PMSI:
Prison Management Services, Inc.
10 Burton Hills Boulevard
Nashville, Tennessee 37215
Attention: John D. Ferguson
With a copy to:
Elizabeth E. Moore, Esq.
Stokes Bartholomew Evans & Petree, P.A.
424 Church Street, Suite 2800
Nashville, Tennessee 37219
If to Sodexho:
Sodexho Alliance, S.A.
3, avenue newton
78180 Montigny-le-Bretonneux
FRANCE
Attention: Jean-Pierre Cuny
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With a copy to:
Howard K. Fuguet, Esq.
Ropes & Gray
One International Place
Boston, Massachusetts 02110
If to Maryland CCA:
Corrections Corporation of America
10 Burton Hills Boulevard
Nashville, Tennessee 37215
Attention: John D. Ferguson
With a copy to:
Elizabeth E. Moore, Esq.
Stokes Bartholomew Evans & Petree, P.A.
424 Church Street, Suite 2800
Nashville, Tennessee 37219
or to such other address as any party may have furnished to the others in
writing in accordance herewith, except that notices of change of address shall
only be effective upon receipt.
5. Governing Law. This Amendment shall be governed by and be
interpreted under the laws of Tennessee (except as matters relating to the
transfer of shares may be governed by the laws of the United Kingdom or
Australia) without regard to the conflicts of law principles thereof. Each party
hereby irrevocably submits to the non-exclusive jurisdiction of the Tennessee
courts, the non-exclusive jurisdiction of the United States District Court for
the Southern District of New York, the English courts and the Australian courts
over any action or proceeding to enforce any right under this Amendment.
6. Entire Agreement. This Amendment constitutes the entire agreement
and supersedes all prior agreements and understandings, both written and oral,
between the parties with respect to the subject matter hereof, except for such
additional agreements as are contained in that certain Option Agreement by and
between JJFMSI and Sodexho and in any agreements related thereto.
7. Headings. The section and paragraph headings contained in this
Amendment are for reference purposes only and shall not affect in any way the
meaning or interpretations of this Amendment.
8. Severability. The invalidity of any term or terms of this Amendment
shall not affect any other term of this Amendment, which shall remain in full
force and effect.
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9. Amendment. No change or modification of this Amendment shall be
valid unless the same is in writing and signed by the parties to this Amendment.
This Amendment may be terminated at any time by an instrument in writing signed
by the parties to this Amendment.
10. Counterparts. This Amendment may be executed simultaneously in one
or more counterparts, with the same effect as if the signatories executing the
several counterparts had executed one counterpart, provided, however, that the
several executed counterparts shall together have been signed by Sodexho and the
Sellers. All such executed counterparts shall together constitute one and the
same instrument.
11. Waiver. No delay or omission on the part of any party hereto in
exercising any right hereunder shall operate as a waiver of such right or any
other right under this Amendment; however, any of the terms or conditions of
this Amendment may be waived in writing at any time by the party hereto which is
entitled to the benefit thereof.
IN WITNESS WHEREOF, this Amendment has been duly executed and delivered
by the duly authorized officers of the parties hereto on the date first above
written.
SODEXHO ALLIANCE, S.A.
By: /s/ Jean-Pierre Cuny
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Title: Senior Vice President
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CORRECTIONS CORPORATION OF AMERICA
(formerly known as Prison Realty
Trust, Inc.)
By: /s/ John D. Ferguson
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Title: President
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CCA OF TENNESSEE, INC.
By: /s/ Darrell K. Massengale
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Title: Secretary
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PRISON MANAGEMENT SERVICES, INC.
By: /s/ Darrell K. Massengale
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Title: President & CEO
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[signatures continued on the following page]
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[signatures continued from previous page]
SELLERS:
CCA (UK) LIMITED
By: /s/ Gay E. Vick
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Title: Director
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JUVENILE AND JAIL FACILITY MANAGEMENT
SERVICES, INC.
By: /s/ Darrell K. Massengale
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Title: President & CEO
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